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Digi International Announces Completion of Investigation

DOJ and SEC will not be initiating any enforcement proceedings against Digi

(Minneapolis, MN, August 2, 2010) - Digi International® Inc. (NASDAQ: DGII, www.digi.com)

As previously reported in the third fiscal quarter 2010 earnings release of July 22, 2010, after receiving allegations regarding possible violations of our gifts, travel and entertainment policy for activities in the Asia Pacific (APAC) region by a few employees, we initiated an investigation of these policy and corresponding internal control issues, and any possible related violations of applicable law, including the Foreign Corrupt Practices Act (FCPA).  We voluntarily disclosed the allegations to the United States Department of Justice (DOJ) and the United States Securities and Exchange Commission (SEC).  The investigation has been under the direction of the Audit Committee, comprised solely of independent directors, utilizing outside counsel, and focused on the APAC region.  For completeness purposes, the investigation reviewed certain other foreign regions where no allegations have been made.  We believed the investigation was substantially complete, pending input from the DOJ and the SEC.  We have been providing the DOJ and SEC with updates and our proposed remediation plan.

Digi has now received confirmation through discussions with representatives of the DOJ and the SEC that they will not be initiating any enforcement proceedings against Digi, including not seeking any monetary or other sanctions. 

Based upon what we have learned from the investigation, we are strengthening our monitoring controls over foreign locations and other operational and regulatory compliance procedures, including third party assistance in implementation of our remediation plan.   We are also evaluating any impact of this matter on our Internal Controls over Financial Reporting.  Based on the results of our investigation, we are not aware of any material impacts to our reported consolidated financial statements that would require restatement, and no issues were detected outside of the Asia Pacific region. 

About Digi International

Digi International is making wireless M2M easy by developing reliable products and solutions to connect and securely manage local or remote electronic devices over the network or via the Web.  Digi offers the highest levels of performance, flexibility and quality, and markets its products through a global network of distributors and resellers, systems integrators and original equipment manufacturers (OEMs).  For more information, visit Digiâ??s website at www.digi.com, or call 877-912-3444 (U.S.) or 952-912-3444 (International).

Tom Caden
Dian Griesel Inc.
212-825-3210
Email: Tom Caden

For more information, visit Digi's Web site at www.digi.com, or call 877-912-3444 (U.S.) or 952-912-3444 (International).

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